Opinion of the Company Regarding the Tender Offer for Delisting of Securities Thai Property Public Company Limited
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(Translation) Opinion of the Company Regarding the Tender Offer for Delisting of Securities (“Form 250-2”) of Thai Property Public Company Limited The Offeror: Property Perfect Public Company Limited The Independent Financial Advisor of Securities Holders: Beyond Advisor Company Limited September 28, 2016 Thai Property Public Company Limited - Translation - Form 250-2 Table of Contents Page 1. The status of the Company in respect of past and projected operating results and 3 assumptions used for projection 1.1 Company profile 3 1.2 Revenue structure 8 1.3 Industry overview 9 1.4 Shareholder structure 16 1.5 Board of Directors 16 1.6 Summary of financial position and operating results 18 2. Opinion on the accuracy of the Company’s information contained in the tender offer 30 document 3. Any relationship or agreement between the Company’s director/s, whether on his/her/their 30 own behalf or in his/her/their capacity as the Company’s director/s or as the Offeror’s representative/s, and the Offeror, including the shareholding by the Company’s director/s in the Offeror’s juristic entity and any contract or agreement made or to be made between them (regarding matters such as administration, etc.) 3.1 Any relationship or agreement between the Company’s director/s and the Offeror 30 3.2 Shareholding by the Company’s directors in the Offeror’s juristic entity 30 3.3 Mutual agreements or contracts 30 3.4 Related party transactions 31 3.5 Management structure after the tender offer 31 4. Opinion of the Company’s Board of Directors to the securities holders 32 4.1 Reasons to accept and/or reject the tender offer 32 4.2 Opinion and reasons of the individual directors and the number of shares held by 33 them (only in case the Board of Directors’ opinion in 4.1 is not unanimous) 4.3 Benefits or impacts from the plans and policies indicated by the Offeror in the 33 tender offer and viability of such plans and policies 4.4 Additional opinion of the Company’s Board of Directors (only in case of a tender 34 offer for delisting under the SET regulations) 4.5 Others 36 5. Opinion of the Independent Financial Advisor on the offering price 38 5.1 Profile of the Offeror 38 5.2 Reasonableness of the offering price for the ordinary shares 45 Opinion of the Company on the tender offer for securities of the Company Page i Thai Property Public Company Limited - Translation - Form 250-2 5.3 Reasons to accept and/or reject the tender offer 101 5.4 Benefits or impacts from the plans and policies indicated in the tender offer and 104 viability of such plans and policies 5.5 Benefit to and impact on the shareholders who reject the tender offer (only in 105 case of a tender offer for delisting under the SET regulations) 5.6 Conclusion of the IFA’s opinion 105 Opinion of the Company on the tender offer for securities of the Company Page ii Thai Property Public Company Limited - Translation - Form 250-2 Form 250-2 Opinion of the Company on the Tender Offer for Securities September 28, 2016 To Securities Holders of Thai Property Public Company Limited On September 21, 2016, Thai Property Public Company Limited (hereinafter referred to as “the Company” or “TPROP”) received a copy of the tender offer statement to purchase securities of the Company (“Form 247-4”) from Property Perfect Public Company Limited (“the Offeror” or “PF”), the details of which are as follows: No. of securities offered to No. of securities offered to purchase purchase as % of Type of securities Shares/Units Voting rights Total securities Total voting Offer price Value of tender sold of the rights of the per unit offer Company Company (Baht) (Baht) Ordinary shares 3,193,185,471 3,193,185,471 100.00 100.00 0.84 2,682,275,795.64 Preferred shares - - - - - - Warrants - - - - - - Convertible debentures - - - - - - Other securities (if any) - - - - - - Total 100.00 Total 2,682,275,795.64 The tender offer period is a total of 45 business days from September 22, 2016 to November 24, 2016 between 9:00 a.m. and 4:00 p.m. of each business day of the Tender Offer Agent. Such offer price is the final offer which shall not be changed and such tender offer period is the final period which shall not be extended, unless the following conditions arise: - The Offeror may reduce the offer price or extend the tender offer period if any event causing a severe damage to the status or assets of the Company occurs during the tender offer period. - The Offeror may change the offer or extend the tender offer period to compete with another offeror who has submitted a tender offer for securities of the Company during the tender offer period. Moreover, the Offeror may cancel the tender offer upon the occurrence of any of the following events: - Any event or action occurring after the submission of the tender offer by the Offeror to the Office of the Securities and Exchange Commission (“SEC”), but before the end of the tender offer period, which Opinion of the Company on the tender offer for securities of the Company Page 1 Thai Property Public Company Limited - Translation - Form 250-2 causes or may cause severe damage to the status or assets of the Company, where such event or action is not a result of the Offeror’s action or action for which the Offeror is held liable; or - Any other event which causes the application for delisting of the Company’s shares from the Stock Exchange of Thailand (“SET”) to be canceled. The Company has considered the tender offer proposal under Form 247-4 dated September 21, 2016, with due regard paid to the interest of the securities holders, and would like to render our opinion as follows: Opinion of the Company on the tender offer for securities of the Company Page 2 Thai Property Public Company Limited - Translation - Form 250-2 1. The status of the Company in respect of past and projected operating results and assumptions used for projection 1.1 Company profile 1.1.1 Background Thai Property Plc. (“the Company” or “TPROP”) was founded on January 15, 1985 under the name of “Rattana Real Estate Co., Ltd.” to engage in real estate development business, including development of properties such as townhouse and single-detached house, as well as land development for sales. TPROP was approved to be a listed company on the SET in 1990. On July 6, 2005, the Company registered a change of its name to “Thai Property Public Company Limited,” using the stock symbol “TPROP.” The Company currently has a registered capital of Baht 3,353,702,060, divided into 3,353,702,060 ordinary shares at a par value of Baht 1.00 per share, with a paid-up capital of Baht 3,193,185,471. At the early stage, TPROP developed real estate projects under the name of “Sinthorn Project” and “Saranrom Project.” In 1993, the Company developed a large shopping mall project located at Pratunam intersection in the name “Pratunam Center Project” which consisted of one shopping mall (Podium) and three towers. However, TPROP was hit by the economic crisis in 1997, thus resulting in the project being suspended. In 2002, the Company decided to transfer the leasehold right of land and buildings of such project to Great China Millennium (Thailand) Co., Ltd. to complete the building construction. In return for this, the Company received compensation in form of cash and leasehold right of a shopping complex worth Baht 1.5 billion, preferred shares in a joint venture company totaling Baht 300 million, and leasehold right of Tower B building in Pratunam Center Project. In October 2010, the Company closed the deal in making full divestment of its shares in Great China Millennium (Thailand) Co., Ltd., including preferred shares and leasehold right of condominium. In addition, the Company received the remaining debt repayment according to the reciprocal agreement from Great China Millennium (Thailand) Co., Ltd. It therefore used the proceeds from such divestment and debt repayment for investing in ordinary shares and right to claims on principal and interest of promissory notes issued by Pacific Estate Development Co., Ltd. (“PED”) and also for purchasing ordinary shares in Grande Asset Hotels and Property Plc. In 2015, the Company changed its major shareholder to PF, which acquired the ordinary shares from existing shareholders thereby leading PF to own 2,863,274,022 shares or 89.67% of the total number of issued shares of the Company. Opinion of the Company on the tender offer for securities of the Company Page 3 Thai Property Public Company Limited - Translation - Form 250-2 As the Company suffered severe liquidity shortage and recorded operating losses for over three consecutive years, it has currently faced a possible delisting due to operations or financial conditions (Non Compliance and Non Performing Group: NC & NPG) in stage 3 as per the SET notification since July 3, 2006. However, the SET granted an extension of the period for eliminating causes of delisting until March 31, 2017. 1.1.2 Structure of the group Thai Property Plc. 100.00% 100.00% 100.00% Metro Premier Pacific Estate Scenery Peak Ltd. 1 Holding Co., Ltd. Development Co., Ltd. 5.09% 35.53% Grande Asset Hotels and Property Plc. 100.00% Grande Equity Development Co., Ltd. 100.00% Honor Business Co., Ltd. 100.00% Owendelle Co., Ltd. Note: 1 The Board of Directors of the Company passed a resolution on February 24, 2014 to accept the entire business transfer of Metro Premier Holding Co., Ltd.